Oravel Stays (OYO) IPO DHRP Analysis

IPO Analysis  |  BSE and NSE Main Board  |  100% Book Built Fresh Issue  |  Issue Size: Rs.6,650 Crore

Based on Updated Draft Red Herring Prospectus-I dated June 29, 2026  |  Global Full-Stack Short-Stay Hospitality Platform  |  Founder: Ritesh Agarwal

STATUS: UPDATED DRHP-I FILED  |  Fresh Issue: up to Rs.6,650 Crore  |  No OFS  |  Regulation 6(2) Route  |  BSE and NSE Main Board  |  Pre-SEBI Observation Stage  |  2,93,554 Global Storefronts

 Oravel Stays Limited is the holding company behind OYO, one of the world's largest and best-known hospitality platforms. Originally incorporated as Oravel Stays Private Limited on November 5, 2012 in New Delhi, the company converted to a public limited company on September 14, 2021. Its registered office is at Ground Floor 001, Shivam Mauryansh Elanza, Shyamal Cross Road, Nr. Parekh Hospital, Satellite, Ahmedabad 380015, Gujarat.

Its corporate office is at 4th Floor, Spaze Palazzo, Sector 69, Gurugram 122001, Haryana. Its website is www.prismlife.com (the platform brand). Its CIN is U63090GJ2012PLC107088. The promoters are Ritesh Agarwal (Founder and Chairman), RA Hospitality Holdings (Cayman), and SVF India Holdings (Cayman) Limited (the SoftBank Vision Fund-affiliated investor entity).

Platform overview: OYO (branded as PRISM in this DRHP) operates a global full-stack, short-stay accommodation platform serving both hotel storefronts (Patron-owned and managed hotels listed on the OYO platform) and home storefronts (vacation rental homes, primarily in Europe under the Belvilla, DanCenter, and related brands).

The platform connects Patrons (hotel and home owners who list their properties) with Customers (guests who book accommodations) across more than 35 countries. As at December 31, 2025, the platform had 2,93,554 global storefronts, up from 2,31,529 (March 2025), 1,76,449 (March 2024), and 1,70,101 (March 2023), reflecting accelerating network expansion.

Three storefront categories:

(1) Hotel Storefronts (24,303 globally as at December 31, 2025), where OYO operates under its PRISM brand stack (formerly OYO Rooms, OYO Hotels, Collection O, Palette, and similar) for economy to premium hotels in India, Southeast Asia, Middle East, and other markets, plus the G6 Hospitality brands (Motel 6 and Studio 6) in the United States through its acquired US franchise business;

(2) Home Storefronts (1,24,668), primarily vacation rental homes in Europe managed under the Belvilla, DanCenter, and Traum Ferienwohnungen brands; and

(3) Listing Storefronts (1,44,583), an asset-light listing-only model where OYO acts as a distribution agent.

Operating models: the company-serviced Co-PRISM model involves directly managed hotels where OYO leases or manages the property and provides full operational oversight. The patron-managed model lets hotel owners retain day-to-day management while OYO provides technology, branding, and booking distribution. For G6 brands in the US, OYO earns royalties from independently owned Motel 6 and Studio 6 franchise hotels.

G6 Hospitality acquisition: OYO acquired G6 Hospitality (parent of Motel 6 and Studio 6 budget hotel chains in the United States) for approximately USD 525 million in December 2024. This was funded primarily via a USD 830 million (approximately Rs.7,757 Crore) Term Loan B (TLB) facility. G6 GBV of approximately Rs.12,022 Crore (9M FY2026) is now the single largest geography by GBV within the consolidated group.

Key Basics

This is a 100% Fresh Issue with no Offer for Sale component. This is an Updated DRHP-I (not yet an RHP): SEBI observations, Price Band, and bid dates are yet to be determined. The Issue is made under Regulation 6(2) of SEBI ICDR Regulations, the alternative main board eligibility route, as OYO explicitly discloses it did not fulfil the Regulation 6(1)(a) and 6(1)(b) profitability track record requirements. Pre-IPO Placement of up to Rs.1,330 Crore may occur before RHP filing.

Document Type	Updated Draft Red Herring Prospectus-I (UDRHP-I) dated June 29, 2026. SEBI observations and Price Band to be determined. Not yet an RHP.
Issue Type	100% Book Built Fresh Issue. Equity Shares of face value Rs.1 each aggregating up to Rs.6,650 Crore (Rs.66,500 Mn). No OFS.
Face Value	Rs.1 per Equity Share
Pre-IPO Placement	Company may raise up to Rs.1,330 Crore via Pre-IPO Placement before RHP filing, to be reduced from the Fresh Issue size.
Promoters	Ritesh Agarwal (Founder and Chairman), RA Hospitality Holdings (Cayman) (Ritesh Agarwal's investment vehicle), and SVF India Holdings (Cayman) Limited (SoftBank Vision Fund entity).
Eligibility	Regulation 6(2) of SEBI ICDR Regulations. Company explicitly states it did not fulfil Regulation 6(1)(a) and 6(1)(b) profitability track record requirements. This is the alternative main board eligibility route.
Listing Exchanges	BSE Limited and National Stock Exchange of India (NSE).
BRLMs	Axis Capital, Citigroup Global Markets India, Goldman Sachs (India), I-Sec (ICICI Securities), InCred Capital, Intensive Fiscal Services, JM Financial, and Kotak Mahindra Capital (8 BRLMs).
Issue Size Context	Rs.6,650 Crore. The DRHP explicitly flags that Gross Proceeds may exceed the company's net worth, which stood at Rs.6,147 Crore as at December 31, 2025.
Bid/Issue Dates	To be announced after SEBI observations and RHP filing.
Industry Peers	No directly comparable listed peer group disclosed in the basis for issue price section. OYO's model straddles hotel management, vacation rentals, and franchise operations across 35+ countries.

 The use of proceeds is singular and specific: approximately 75% of identified Net Proceeds (Rs.4,987.50 Crore) will be invested into OYO's Singapore subsidiary (Oravel Stays Singapore Pte. Ltd.) to repay approximately 64.30% of the outstanding TLB facility. The remaining proceeds go toward General Corporate Purposes.

Object	Amount (Rs. Crore)	Details
Investment in Oravel Stays Singapore Pte. Ltd. for Repayment/Prepayment of TLB	4,987.50	The TLB is a USD 830 million (approximately Rs.7,042 Crore) senior secured term loan raised in December 2024, primarily to fund the G6 Hospitality acquisition. Outstanding principal as of May 31, 2026 was approximately USD 818.59 million (Rs.7,757 Crore at Rs.94.76/USD). IPO proceeds of Rs.4,987.50 Crore (USD 526.33 million) will prepay approximately 64.30% of the outstanding balance. Prepayment within two years from December 2024 triggers a make-whole premium, payable separately from existing cash balances.
General Corporate Purposes	[TBD]	Capped at 25% of Gross Proceeds (up to Rs.1,662.50 Crore). Amount to be determined upon Issue Price finalisation.
TOTAL FRESH ISSUE	Up to Rs.6,650 Crore	100% Fresh Issue. No OFS. A SEBI-mandated monitoring agency will be appointed to oversee utilisation. Fund requirements not appraised by any bank or financial institution.

This is a debt-reduction IPO at its core. The entire identified use-of-proceeds goes toward prepaying an expensive USD-denominated high-yield term loan. The strategic benefit to OYO is material: reducing finance costs (which reached Rs.1,089 Crore in just 9 months of FY2026), eliminating USD/INR currency risk on that portion of borrowings, and improving future profitability. The make-whole premium for early TLB prepayment is an important additional cash outflow not funded from IPO proceeds and will be met from existing cash.

Financial Performance

Note: All financial figures converted from source (Rs. Millions) to Rs. Lakhs and Rs. Crore for consistency. Conversion: Rs.1 Million = Rs.10 Lakhs = Rs.0.1 Crore. Financial periods: Nine months ended December 31, 2025 (9M FY2026); Fiscal 2025 (year ended March 31, 2025); Fiscal 2024 (year ended March 31, 2024); Fiscal 2023 (year ended March 31, 2023).

Restated Consolidated Financial Information under Ind AS, audited by B S R and Co. LLP (KPMG affiliate). OYO's financial story is one of dramatic recovery from deep losses, reaching first-time full-year profitability in FY2024 and accelerating meaningfully into FY2026.

Revenue, EBITDA, and Profitability

Metric	9M FY26 (Rs. Cr)	FY2025 (Rs. Cr)	FY2024 (Rs. Cr)	FY2023 (Rs. Cr)
GBV Global (Rs. Crore)	22,946	16,279	10,587	10,176
GBV Growth % YoY	N/A (9M stub)	+53.70%	+4.04%	N/A
GBV by Geography (Rs. Crore)	India: 2,732 | US: 12,022 | Europe: 4,039	India: 3,512 | US: 4,713 | Europe: 4,737	India: 3,338 | US: 972 | Europe: 3,900	India: 3,205 | US: 971 | Europe: 3,650
Revenue from Operations (Rs. Crore)	6,941	6,253	5,389	5,464
Revenue Growth % YoY	N/A (9M stub)	+16.03%	-1.37%	N/A
Revenue as % of GBV	30.25%	38.41%	50.90%	53.70%
Gross Profit (Rs. Crore)	4,231	3,123	2,503	2,327
Gross Profit as % of GBV	18.44%	19.19%	23.64%	22.87%
EBITDA (Rs. Crore)	2,127	953	1,280	(324)
EBITDA as % of GBV	9.27%	5.86%	12.09%	(3.19%)
Adjusted EBITDA excl. exceptional items, SBPE and other income (Rs. Crore)	1,968	1,095	898	274
Adjusted EBITDA as % of GBV	8.58%	6.73%	8.48%	2.69%
Operating Expenses (Rs. Crore)	2,710	3,130	2,885	3,137
Employee Benefits Expense (Rs. Crore)	753	616	744	1,549
Finance Costs (Rs. Crore)	1,089	484	200	682
Depreciation and Amortisation (Rs. Crore)	793	484	200	280
Total Expenses (Rs. Crore)	6,937	6,660	5,726	6,800
Profit/(Loss) Before Exceptional Items and Tax (Rs. Crore)	230	(334)	(184)	(1,198)
Profit/(Loss) for Period: PAT (Rs. Crore)	748	245	230	(1,287)
PAT attributable to equity holders (Rs. Crore)	744	247	(121)	(113)
Net Leverage Ratio (times)	2.60x	5.69x	3.08x	12.28x
Debt Service Ratio (times)	2.10x	0.24x	0.36x	0.38x
Marketing and Promotion Expenses as % of Revenue	16.58%	14.56%	13.52%	13.89%

Note: Depreciation and amortisation for FY2025 and FY2024 extracted from total expenses. FY2025 Finance costs and D&A shown at blended full-year level. All Rs. Crore figures rounded to nearest crore.

The financial transformation since FY2023 is dramatic. Employee costs collapsed from Rs.1,549 Crore (FY2023) to Rs.616 Crore (FY2025) following a major global restructuring and workforce reduction. The company moved from a Rs.1,287 Crore net loss (FY2023) to Rs.245 Crore PAT (FY2025) and Rs.748 Crore PAT in just 9 months of FY2026. Adjusted EBITDA grew from Rs.274 Crore (FY2023) to Rs.1,968 Crore (9M FY2026), an approximately 7-fold improvement.

The G6 acquisition transformed the revenue geography. US GBV surged from Rs.972 Crore (FY2024) to Rs.12,022 Crore (9M FY2026), making the United States the single largest geography by GBV. However, finance costs also spiked to Rs.1,089 Crore in just 9 months due to the TLB interest burden, materially denting the operating profit improvement. Post-IPO TLB prepayment would eliminate approximately Rs.1,300 to Rs.1,500 Crore of annual finance costs on a full-year basis (estimated), directly improving future PAT.

Revenue as a percentage of GBV has structurally declined from 53.70% to 30.25%, reflecting the strategic shift toward the home and listing storefront models (agent/commission revenue rather than gross revenue) and the G6 franchise royalty model. This is intentional and improves capital efficiency, but requires investors to use GBV rather than revenue as the primary growth metric.

Balance Sheet

Item	Dec 2025 (Rs. Cr)	FY2025 (Rs. Cr)	FY2024 (Rs. Cr)	FY2023 (Rs. Cr)
Total Equity attributable to Parent (Rs. Crore)	6,151	4,768	1,861	583
Non-controlling Interests (Rs. Crore)	(1,029)	(982)	(960)	(1,010)
Total Equity (Rs. Crore)	5,122	3,787	901	583
Total Assets (Rs. Crore)	18,944	16,695	6,443	7,932
Goodwill (Rs. Crore)	6,386	5,625	2,770	1,527
Other Intangible Assets (Rs. Crore)	5,342	4,927	1,438	N/A
Right of Use Assets (Rs. Crore)	2,579	2,625	179	2,424
Non-Current Borrowings (Rs. Crore)	7,317	6,989	3,557	5,005
Current Borrowings (Rs. Crore)	168	155	46	66
Cash and Cash Equivalents (Rs. Crore)	1,096	663	103	126

The balance sheet is dominated by goodwill (Rs.6,386 Crore) and intangible assets (Rs.5,342 Crore) from acquisitions, together representing approximately 62% of total assets of Rs.18,944 Crore. Non-current borrowings of Rs.7,317 Crore reflect primarily the TLB facility. Post-IPO, if Rs.4,988 Crore of TLB is prepaid, non-current borrowings would decline to approximately Rs.2,330 Crore, a very substantial deleveraging. The negative Non-controlling Interests balance of Rs.1,029 Crore reflects accumulated losses in certain subsidiaries where OYO holds controlling but non-majority stakes.

Operational Scale: Key Platform Metrics

Given OYO's platform business model, GBV and storefront metrics are more meaningful than standalone P&L ratios for understanding business trajectory.

KPI	Dec 31, 2025	Mar 31, 2025	Mar 31, 2024	Mar 31, 2023
Total Global Storefronts	2,93,554	2,31,529	1,76,449	1,70,101
Hotel Storefronts	24,303	22,628	18,137	12,971
Home Storefronts	1,24,668	1,19,849	84,261	78,638
Listing Storefronts	1,44,583	89,052	74,051	78,492
India Storefronts	14,937	13,484	11,045	7,105
US Storefronts (G6 brands)	2,087	1,929	299	273
Europe Storefronts	2,69,251	2,08,901	1,58,312	1,57,130
India Company-Serviced (Co-PRISM) Storefronts	1,573	1,053	75	4
GBV per Hotel Storefront per Month (Rs. Lakhs)	88.56	44.04	32.72	40.66
GBV per Home Storefront per Month (Rs. Lakhs)	3.51	3.75	3.81	3.75
Marketing Expenses as % of Revenue	16.58%	14.56%	13.52%	13.89%

GBV per hotel storefront per month jumped from Rs.32.72 Lakhs (FY2024) to Rs.88.56 Lakhs (9M FY2026) almost entirely because of the G6 acquisition. US Motel 6 and Studio 6 properties generate much higher per-unit GBV than Indian OYO hotels (given US dollar room rates), dramatically lifting the blended global metric. Europe, which houses 91.7% of all storefronts (2,69,251 of 2,93,554), is overwhelmingly home and listing properties generating Rs.3.51 Lakhs per storefront per month, significantly lower than hotel GBV per unit.

Key Risks

l  Regulation 6(2) eligibility route signals the company does not meet standard main board profitability benchmarks: OYO explicitly states on the cover page it does not fulfil Regulation 6(1)(a) and 6(1)(b) requirements, which require distributable profit track records. Despite achieving PAT positive status in FY2024 and FY2025, the multi-year weighted profitability criteria for the standard main board route remain unsatisfied. Investors must engage with this as a substantive signal about the company's earnings history before the recent recovery.

l  This is fundamentally a debt-repayment IPO: approximately 75% of identified Net Proceeds (Rs.4,987.50 Crore) will be routed through the Singapore subsidiary to prepay the TLB. The IPO is not funding operations, new market expansion, technology investment, or network growth. Additionally, the TLB make-whole premium for early repayment (payable from existing cash outside the IPO) represents a significant additional one-time cash outflow not captured in the use-of-proceeds table.

l  Finance costs surged to Rs.1,089 Crore in just 9 months of FY2026 due to the TLB burden: the full-year interest cost on the TLB consumes a very large share of operating profit. This makes the path to sustainable statutory profitability tightly linked to successful TLB deleveraging via this IPO. Without prepayment, the full-year FY2026 finance cost run rate would likely exceed Rs.1,400 Crore.

l  Issue size of Rs.6,650 Crore exceeds the company's net worth of approximately Rs.6,147 Crore as of December 31, 2025: the DRHP explicitly flags this, noting it may result in dilution of RoE and EPS immediately post-issue before proceeds are deployed. This is a financially unusual situation that warrants careful attention.

l  Goodwill and intangibles of Rs.11,728 Crore represent 62% of total assets of Rs.18,944 Crore, creating significant impairment risk: any deterioration in G6 brand performance in the US economy lodging market or European vacation home demand could trigger material impairment charges, directly impacting reported equity and profitability.

l  Revenue as a percentage of GBV declining from 53.70% to 30.25% reflects model evolution but complicates year-on-year comparability: the shift to agent/commission and franchise royalty models is deliberate but means that reported revenue is no longer comparable across periods without GBV context. A company can show strong GBV growth alongside modest or even flat reported revenue.

l  Negative non-controlling interest of Rs.1,029 Crore reflects accumulated subsidiary losses: certain subsidiaries in which OYO holds controlling but non-majority stakes have generated accumulated losses, indicating ongoing loss-making operations in some international markets.

l  Heavy storefront concentration in Europe (2,69,251 of 2,93,554 storefronts, i.e., 91.7%) but modest GBV contribution: European storefronts are overwhelmingly low-GBV home and listing categories. The headline storefront count can be misleading; the GBV-weighted picture is very different, with the 2,087 US hotel storefronts contributing approximately Rs.12,022 Crore of GBV versus Europe's Rs.4,039 Crore despite Europe housing 130 times more storefronts.

l  Competition from well-capitalised global platforms: OYO faces Booking Holdings, Expedia, Airbnb, MakeMyTrip, and established hotel chains in each geography. The US economy lodging segment faces direct competition from La Quinta, Super 8, and other budget brands competing for both hotel owners and budget travellers.

l  Ongoing litigation and regulatory matters: extensive litigation globally including competition law proceedings before the Competition Commission of India, disputes with hotel owners and industry associations, and general operational litigation. No single matter is disclosed as potentially material in isolation but the aggregate scope is wide.

Positives to Note

l  Profitability turnaround is real and rapid: from a Rs.1,287 Crore net loss (FY2023) to Rs.245 Crore PAT (FY2025) and Rs.748 Crore PAT in just 9 months of FY2026. Adjusted EBITDA grew from Rs.274 Crore (FY2023) to Rs.1,968 Crore (9M FY2026). This represents one of the most significant profitability recoveries in Indian new-age company history.

l  Post-IPO TLB prepayment would eliminate approximately Rs.1,300 to Rs.1,500 Crore of annual finance costs: at current TLB interest rates, prepaying 64.3% of the outstanding balance would remove a very large recurring cost drag, potentially adding Rs.900 to Rs.1,100 Crore to annual PAT on an after-tax basis, transforming the earnings picture materially.

l  2,93,554 storefronts across 35+ countries is a genuine global hospitality network: OYO is one of very few Indian-origin companies with meaningful operating presence across India, the United States, Europe, Southeast Asia, and the Middle East simultaneously, providing diversification across economic cycles and travel demand patterns.

l  G6 Hospitality acquisition transformed the US business from negligible to dominant: US GBV grew from Rs.972 Crore (FY2024) to Rs.12,022 Crore (9M FY2026). Motel 6 and Studio 6 are established US economy lodging brands with strong consumer recognition and a proven franchise model generating stable royalty income streams.

l  Employee cost reduction from Rs.1,549 Crore (FY2023) to Rs.616 Crore (FY2025) demonstrates structural cost discipline: the more than 60% reduction in employee costs reflects a genuine and sustained global restructuring rather than a temporary cost cut, supporting durable margin improvement.

l  Co-PRISM company-serviced hotel storefronts grew 400-fold in two years (from 4 to 1,573): this directly-managed, quality-controlled hotel model drives higher customer satisfaction and repeat booking rates, and its rapid expansion signals OYO's commitment to building a premium, defensible core hotel portfolio within its broader platform.